SCHEDULE: NEA Entities Boost Stake in X4 Pharmaceuticals to 6.2%

Growth Equity Opportunities 18 VGE, LLC and affiliated NEA entities increased their beneficial ownership in X4 Pharmaceuticals, Inc. to 6.2% following participation in a recent underwritten offering.

Summary

• This is Amendment No. 4 to a Schedule 13D filing, updating beneficial ownership information for X4 Pharmaceuticals, Inc.
• Growth Equity Opportunities 18 VGE, LLC (GEO) and affiliated New Enterprise Associates (NEA) entities, along with several individual managers, are the reporting persons.
• On October 27, 2025, GEO purchased 1,000,000 shares of X4 Pharmaceuticals Common Stock at a price of $2.90 per share.
• This purchase was part of an underwritten offering by X4 Pharmaceuticals, Inc., which included 52,844,000 shares of Common Stock and pre-funded warrants to purchase 700,000 shares.
• Following this transaction, the reporting persons beneficially own an aggregate of 5,057,610 shares of Common Stock, representing 6.2% of the outstanding class.
• The total beneficial ownership includes 3,233,744 directly owned shares and rights to purchase up to 1,823,866 additional shares via warrants.
• The funds for the purchase originated from GEO's working capital.
• The acquisition was made for investment purposes, with no present plans for corporate control changes or extraordinary transactions involving the Issuer.

Sentiment

Score: 7

Explanation: The filing indicates a significant institutional investor group, NEA, has increased its beneficial ownership in X4 Pharmaceuticals, Inc. by participating in a recent underwritten offering. This suggests continued confidence in the company's long-term prospects and its ability to attract capital, despite the potential dilution from the offering itself.

Positives

• A significant institutional investor group (NEA entities) increased its stake in X4 Pharmaceuticals, indicating continued confidence in the company's prospects.
• The company successfully completed an underwritten offering, securing capital for its operations.

Negatives

• The underwritten offering involved a substantial number of shares (52,844,000 shares of Common Stock and 700,000 pre-funded warrants), which likely resulted in significant dilution for existing shareholders.

Future Outlook

The reporting persons acquired the shares for investment purposes and may, depending on market conditions and evaluation of the Issuer, dispose of or acquire additional shares. They currently have no present plans for extraordinary corporate transactions, changes in management, capitalization, or corporate structure of X4 Pharmaceuticals, Inc.

Management Comments

• None of the reporting persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.

Industry Context

This filing reflects an institutional investor's continued or increased confidence in X4 Pharmaceuticals, Inc., a common occurrence in the biotechnology and pharmaceutical sectors where capital raises are frequent for R&D and commercialization efforts. The participation of a growth equity firm like NEA in an offering suggests a strategic investment in a company with perceived growth potential.

Comparison to Industry Standards

• Not applicable. This filing primarily details an ownership update by an institutional investor group and does not contain performance metrics or operational results for comparison against industry benchmarks or specific comparable companies/projects.

Legal Proceedings

• None of the reporting persons have been convicted in a criminal proceeding during the past five years.
• None of the reporting persons have been a party to a civil proceeding ending in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution due to the large underwritten offering. However, the increased stake by a prominent institutional investor (NEA) could be viewed positively as a vote of confidence.
• Company (X4 Pharmaceuticals): Successfully raised capital through the underwritten offering, which can fund operations, R&D, or other strategic initiatives.

Next Steps

• Reporting persons may dispose of or acquire additional shares of X4 Pharmaceuticals, Inc. depending on market conditions and their ongoing evaluation of the Issuer's business and prospects.

Key Dates

Recommendation

While the increased stake by a prominent institutional investor like NEA signals confidence and the company successfully raised capital, the significant dilution from the underwritten offering could put near-term pressure on the stock. Without further information on the company's operational performance, pipeline progress, or specific use of proceeds, a 'hold' recommendation is prudent, advising investors to monitor future developments and the impact of the capital raise.

Keywords

X4 Pharmaceuticals, Schedule 13D, beneficial ownership, institutional investment, NEA, Growth Equity Opportunities, underwritten offering, common stock, warrants, equity investment, biotechnology, pharmaceuticals